Remuneration

The Amer Sports total rewarding principles are closely linked to financial and personal performance. The aim of total rewarding is to drive business success through total reward programs that attract, motivate, reward and retain good and high performers.

Remuneration and other financial benefits of the Board of Directors

Pursuant to the Finnish Companies Act, Amer Sports’ shareholders determine the amount of compensation to be paid to members of its Board of Directors at the Annual General Meeting of shareholders.

The Annual General Meeting of shareholders of Amer Sports, held on March 10, 2011, resolved that the Chairman of the Board of Directors shall be paid an annual remuneration of EUR 100,000, the Vice Chairman an annual remuneration of EUR 60,000 and other members of the Board of Directors an annual remuneration of EUR 50,000.

According to the resolution of the Annual General Meeting of shareholders of Amer Sports, 40 percent of the annual remunera­tion budgeted for the members of the Board of Directors, including with respect to the Chairman of the Board of Directors and the Vice Chairman, will be used to acquire Amer Sports shares for the account of each member of the Board of Directors. A member of the Board of Directors is not permitted to sell or transfer any of these shares to any third party during the term of his or her Board membership. However, this limitation is valid for a maximum of five years after the acquisition of the shares.

The number of shares and share-related rights granted to the Board of Directors as remuneration

On June 17, 2011, the members of the Board of Directors together received annual remuneration totaling EUR 410,000, of which EUR 246,047.95 was paid in cash. Simultaneously, the members of the Board of Directors received the following numbers of shares: Hannu Ryöppönen, 1,797 shares; Ilkka Brotherus, 2,157 shares; Martin Burkhalter, 1,797 shares; Christian Fischer, 1,797 shares; Bruno Sälzer, 1,797 shares; Anssi Vanjoki, 3,595 shares; and Pirjo Väliaho, 1,797 shares.

Remuneration of the Board of Directors at December 31, 2011

Euros
Shares
Ilkka Brotherus
60,000 2,157
Martin Burkhalter
50,000 1,797
Christian Fischer
50,000 1,797
Hannu Ryöppönen
50,000 1,797
Bruno Sälzer
50,000 1,797
Anssi Vanjoki
100,000 3,595
Pirjo Väliaho
50,000 1,797
TOTAL 410,000 14,737

Total rewarding principles and remuneration of the President and CEO and other executives

The Board of Directors determines the salaries and compensation which is paid to the President and CEO and his immediate subor­dinates. The Compensation Committee is responsible for preparing the proposals for CEO and his immediate subordinates’ salaries and the executive’s incentive system.

The Amer Sports total rewarding principles are closely linked to financial and personal performance. The aim of total rewarding is to drive business success through total reward programs that attract, motivate, reward and retain good and high performers. Emphasis is also placed on both team and individual accountability. The prin­ciples of total rewarding apply to all Amer Sports employees. The individual performance is evaluated during an annual performance discussion and is mutually agreed between the employee and the direct manager. In case of the President and CEO, the performance is evaluated by the Board of Directors. At Amer Sports the compo­nents of total rewarding are base pay, benefits, annual incentives and long-term incentives. Base pay forms the basic element of compensa­tion and takes into account particularly the role content and demand of the role. Benefits are part of Amer Sports total rewarding and the principles observed follow local practices. Such local practices consist of taxable and non-taxable benefits.

The purpose of Amer Sports annual incentive programs is to drive the company’s growth and profitability and to support the realization of the company’s business strategy. Annual incentives reward employees for achieving business success through company’s defined financial targets as well as personal accomplishment achieved by reaching individual targets. The weighting of the financial targets of the overall target setting is higher in the executive roles. Participa­tion in an annual incentive program is role-dependent and it covers the most number of employees in any of the incentive programs.

Long-term incentives at Amer Sports have a strategic focus at Group level and concentrate on share-price development. Long-term incentive programs are governed by the Board of Directors. A limited number of executives and key players participate in long-term incentive programs, with all participants being nominated by the President and CEO, reviewed and proposed to the Board of Directors’ by Compensation Committee and approved by the Board of Directors.

Pensions

Executives in Finland participate in the standard statutory Finnish pension system called TyEL. According to this statutory pension system, base pay, taxable benefits and annual incentives represent pensionable earnings. Executives located outside of Finland partici­pate in the local pension systems that apply in the countries where they are employed.

President and Ceo

Heikki Takala is the President and CEO of Amer Sports from April 1, 2010. The terms and conditions of employment that apply to the company’s President and CEO have been approved by the Board of Directors and they are defined in a written executive agreement.

The Board of Directors determines the salaries and compensation which is paid to the President and CEO. He is eligible to participate in Amer Sports Corporation’s Executive Annual Incentive program.

The President and CEO has received 30,000 Amer Sports shares on April 1, 2010 and the shares are under transfer restriction until March 31, 2013. The President and CEO is participating in Perfor­mance Share Plan 2010 and in Restricted Stock Plan 2010.

The President and CEO participates in the standard local statu­tory pension system and can retire at the age of 65. Termination of President and CEO’s written executive agreement requires six (6) months’ notice on both sides. Should the company terminate the President and CEO’s appointment, a severance payment equaling twelve (12) months of total annual gross salary is payable.

Salaries, benefits and incentives paid during 2011

Salaries, benefits and other compensation paid to the President and CEO and the members of the Executive Board in 2011 totaled EUR 9.7 million. In 2011, total compensation paid to the President and CEO Heikki Takala amounted to EUR 1.6 million. Salaries, benefits and other compensation paid to the other members of the Executive Board totaled EUR 8.1 million, of which incentives totaled EUR 2.3 million. No separate compensation is paid to the members of the Executive Board for their participation in any management bodies.

Salaries, benefits and other compensation paid at December 31, 2011

Euros
Salaries and
compensation
Incentive Total
President and CEO
1,003,609 581,999 1,585,608
Members of the Executive Board*)
5,723,723 2,348,585 8,072,308
TOTAL
6,727,332 2,930,584 9,657,916

Shareholding at December 31, 2011

Pcs
Members of the
Board of Directors
President and CEO
Executive Board
Total
Shares
2,760,0043
66,760
251,299 3,078,102